Yana D. Guss

Counsel

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  • JD, Cornell Law School, 2005; Symposium Editor, Cornell Law Review
  • BA (Political Science), with Distinction, Yale University, 2000

Qualifications

  • New York, 2008
  • Massachusetts, 2005
  • Russian
  • Spanish
  • American Bar Association
  • Boston Bar Association
  • New York Bar Association 

Yana D. Guss

Counsel

Yana Guss is counsel in the corporate department and a member of the firm’s investment management group. Yana’s practice focuses on representing registered investment companies, their independent trustees, and investment advisers in regulatory, transactional, and compliance matters. She has experience with the creation, registration, operation and reorganization of open-end and closed-end funds, compliance and enforcement matters for investment advisers and registered funds, and the regular ongoing representation of registered investment companies’ boards of trustees. She also works with clients to respond to new SEC rules affecting the investment management industry.

Experience

  • Represents the Independent Trustees of the MFS Funds and the MFS Funds in a wide variety of matters, including the development of new products, fund reorganizations, compliance matters, exemptive applications, investment activities, and advisory and other service provider arrangements. 
  • Represents the Independent Trustees of the Putnam Funds and the Putnam Funds in a wide variety of matters, including the development of new products, fund reorganizations, compliance matters, investment activities, and advisory and other service provider arrangements.
  • Represents several closed-end funds in connection with their day-to-day operations, creating and implementing antitakeover strategies, and responding to shareholder activists. 
  • Counseled an investment adviser regarding the spin-out of its advisory business into a wholly-owned subsidiary, including the registration of the subsidiary with the SEC and development of a compliance program for the subsidiary. 
  • Advised a closed-end fund in connection with a tender offer, stock repurchase program, stock split and stock dividend.
  • Advised closed-end funds and business development companies with respect to exemptive applications.
  • Assisted private fund advisers in developing Advisers Act compliance programs.
  • Represented the Independent Trustees of the Deutsche Funds and numerous funds in the Deutsche Funds mutual fund complex. 

Publications

  • “Cabining the Discretion of the Federal Bureau of Prisons and the Federal Courts: Interpretive Rules, Statutory Interpretation, and the Debate Over Community Confinement Centers,” 90 Cornell L. Rev. 171 (2005) 

Presentations

  • Presenter, “Form ADV Part 1: Annual Updating Amendment and More,” NRS - Investment Adviser Association compliance training program (September 2014)